Corporate

Recent Posts

Court of Chancery Appeals to U.S. Supreme Court on Constitutionality of Chancery’s Arbitration Rules
Posted on 23 Jan 2014 by Francis G.X. Pileggi

Two federal courts have held that the confidential arbitration procedures provided in the rules of the Court of Chancery are constitutionally infirm. We have previously written on these pages about the decision of the District Court , Delaware Coalition... Read More

A Look at the Modern Business Judgment Rule
Posted on 18 Aug 2015 by Kevin M. LaCroix

Under time-honored standards, and as developed over time by Delaware’s court, the business judgment rule is, as is often stated, a “presumption that in making a business decision, the directors of a company have acted on an informed basis... Read More

So Why Should Delaware Corporate Law Predominate?
Posted on 10 Aug 2015 by Kevin M. LaCroix

One feature of the U.S. corporate law environment that always strikes outside observers and new initiates as odd is the predominance on the legal landscape of the law of Delaware. The tiny Eastern seaboard state is the second smallest U.S. state by size;... Read More

Delaware Legislature Passes Fee-Shifting Bylaw Prohibition — What Questions Remain?
Posted on 15 Jun 2015 by Kevin M. LaCroix

In a late night session on June 11, 2015, the Delaware House of Representatives overwhelmingly passed S.B. 75, which prohibits Delaware stock corporations from adopting “loser pays” fee-shifting bylaws and which confirms that Delaware corporations... Read More

Delaware Supreme Court Trims Independent Directors’ Potential Liabilities in M&A Transactions
Posted on 18 May 2015 by Kevin M. LaCroix

On May 14, 2015, in a landmark ruling with important implications for the potential liabilities of independent directors of companies involved in M&A transactions, the Delaware Supreme Court held that in order to state a claim for damages against... Read More

Delaware Supreme Court: Mexican Law Applies
Posted on 9 Apr 2015 by Francis G.X. Pileggi

Bell Helicopter Textron, Inc. v. Arteaga , No. 333,2014 (Del. Supr., Apr. 6, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Supreme Court decision provides a useful application of principles that... Read More

Section 220 Demand Granted for Investigation of Subsidiary
Posted on 29 Apr 2015 by Francis G.X. Pileggi

Oklahoma Firefighters’ Pension & Retirement System v. Citigroup, Inc ., C.A. No. 9587-ML (VCN) (Del. Ch. Apr. 24, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Court of Chancery opinion... Read More

Widener Law’s Annual Pileggi Lecture Considers “Delaware’s Choice”
Posted on 21 Nov 2013 by Francis G.X. Pileggi

Widener University School of Law is pleased to announce that Guhan Subramanian , the Joseph Flom Professor of Law & Business at Harvard Law School, will deliver the 2013 Annual Francis G. Pileggi Distinguished Lecture in Law. The media is invited... Read More

Delaware Court of Chancery Invalidates Attempt of Majority Stockholder to Appoint Officers
Posted on 10 Aug 2015 by Francis G.X. Pileggi

In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), the Court of Chancery affirms the board-centric foundation of Delaware corporate law, and describes the limitation on the ability of a majority stockholder to appoint officers directly–even... Read More

Top Ten 2013 Delaware Corporate and Commercial Decisions
Posted on 7 Jan 2014 by Francis G.X. Pileggi

by Francis G.X. Pileggi and Kevin F. Brady This is our ninth annual review of key Delaware corporate and commercial decisions. During 2013, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate... Read More